AIG Commences Cash Tender Offer for Debt Securities
November 06 2023 - 3:15PM
Business Wire
American International Group, Inc. (NYSE: AIG) today commenced a
cash tender offer for 13 series of its outstanding debt securities.
The complete terms of the tender offer are set forth in the offer
to purchase, dated today. Securities that are accepted in the
tender offer will be purchased, retired, and cancelled by AIG.
Consummation of the tender offer is subject to a number of
conditions, including the absence of any adverse legal and market
developments (as described in the offer to purchase). Subject to
applicable law, AIG may waive certain of these conditions or
extend, terminate or otherwise amend the tender offer.
AIG is offering to purchase the notes and debentures listed in
Table I below for an aggregate purchase consideration (U.S. dollar
equivalent) of up to $1.0 billion (excluding accrued interest, the
“Tender Cap”). We reserve the right, but are not obligated, to
increase the Tender Cap in our sole and absolute discretion without
extending the withdrawal date or otherwise reinstating withdrawal
rights, except as required by applicable law. The early
participation date for the tender offer is 5:00 p.m., New York City
time, on November 20, 2023 (the “Early Participation Date”), and
the expiration date for the tender offer is 5:00 p.m., New York
City time, on December 6, 2023 (in each case, subject to
extension). As indicated in Table I, the price to be paid for each
series of notes and debentures will be based on fixed spreads to
certain reference benchmarks, as further described below. The
prices to be paid for the notes and debentures denominated in U.S.
dollars will be calculated on the basis of the yield to the
applicable call or maturity date of the applicable reference
security listed in Table I, at 10:00 a.m., New York City time, on
the business day following the Early Participation Date, plus the
fixed spread applicable to such notes or debentures as set forth in
Table I. The price to be paid for the notes denominated in euros
will be calculated on the basis of the rate of an interpolated
mid-swap rate, at 3:00 p.m., London time, on the business day
following the Early Participation Date, plus the fixed spread
applicable to such notes, as described more fully in the offer to
purchase. Holders whose notes and debentures are accepted in the
tender offer will also receive a cash payment representing accrued
interest from the most recent interest payment date to, but
excluding, the date AIG purchases the notes and debentures. The
payment date for the offer will be either (i) if we exercise our
right of early settlement, promptly following the Early
Participation Date for notes or debentures tendered at or prior to
such date, or (ii) for all other notes or debentures (or if we do
not exercise our right of early settlement), promptly following the
expiration of the offer, with such payment expected to be on or
around December 8, 2023.
The following is a brief summary of certain key elements of the
tender offer:
- Holders who validly tender and who do not validly withdraw
their notes or debentures at or prior to the Early Participation
Date, and whose securities are accepted for purchase, will receive
the Total Consideration (as defined in the offer to purchase),
together with accrued interest.
- Holders who validly tender their notes or debentures after 5:00
p.m., New York City time on the Early Participation Date but at or
prior to the expiration date, and whose securities are accepted for
purchase, will only be eligible to receive the Tender Offer
Consideration, which is equal to the Total Consideration less the
Early Participation Amount (as defined in the offer to purchase),
together with accrued interest.
- Tenders of notes or debentures may be validly withdrawn at any
time at or prior to 5:00 p.m., New York City time, on November 20,
2023 (subject to extension), but not thereafter.
- AIG reserves the right, but is under no obligation, to increase
the Tender Cap. In the event of any such increase, AIG will not be
obligated (except as required by applicable law) to extend the
Early Participation Date, the withdrawal date or the expiration
date.
- If the tender offer is oversubscribed, AIG will accept for
payment all securities validly tendered in accordance with the
acceptance priority levels set forth in Table I. However, all notes
or debentures tendered prior to or at the Early Participation Date
will have priority over notes or debentures tendered after the
Early Participation Date, regardless of the acceptance priority
levels. If there are sufficient remaining funds to purchase some,
but not all, of the remaining tendered notes or debentures at any
acceptance priority level, AIG will accept for payment such
tendered notes or debentures on a prorated basis.
This press release is qualified in its entirety by the offer to
purchase.
AIG has retained BofA Securities, Inc., Citigroup Global Markets
Inc. and U.S. Bancorp Investments Inc. as the Joint Lead Dealer
Managers and BNP Paribas Securities Corp., SG Americas Securities,
LLC and SMBC Nikko Securities America, Inc. as Co-Dealer Managers.
Ipreo LLC is the Information Agent and Tender Agent. For additional
information regarding the terms of the tender offer, please
contact: BofA Securities, Inc. at (888) 292-0070 (toll-free), (980)
387-3907 (collect for U.S. dollar securities) or +44 (207) 996 5420
(collect for euro securities); Citigroup Global Markets Inc. at
(800) 558-3745 (toll-free) or (212) 723-6106 (collect); or U.S.
Bancorp Investments, Inc. at (800) 479-3441 (toll-free) or (917)
558-2756 (collect). Requests for documents and questions regarding
the tendering of securities may be directed to Ipreo LLC by
telephone at (212) 849-3880 (for banks and brokers only) and (888)
593-9546 (for all others toll-free), by email at
ipreo-tenderoffer@ihsmarkit.com or to the Joint Lead Dealer
Managers at their respective telephone numbers.
This news release does not constitute an offer or an invitation
by AIG to participate in the tender offer in any jurisdiction in
which it is unlawful to make such an offer or solicitation in such
jurisdiction.
Certain statements in this press release, including those
describing the completion of the tender offer, constitute
forward-looking statements. These statements are not historical
facts but instead represent only AIG’s belief regarding future
events, many of which, by their nature, are inherently uncertain
and outside AIG’s control. It is possible that actual results will
differ, possibly materially, from the anticipated results indicated
in these statements. Factors that could cause actual results to
differ, possibly materially, from those in the forward-looking
statements are discussed throughout AIG’s periodic filings with the
SEC pursuant to the Securities Exchange Act of 1934.
About AIG
American International Group, Inc. (AIG) is a leading global
insurance organization. AIG member companies provide insurance
solutions that help businesses and individuals in approximately 70
countries and jurisdictions protect their assets and manage risks.
For additional information, visit www.aig.com. This website with
additional information about AIG has been provided as a
convenience, and the information contained on such website is not
incorporated by reference into this press release. AIG common stock
is listed on the New York Stock Exchange.
AIG is the marketing name for the worldwide operations of
American International Group, Inc. All products and services are
written or provided by subsidiaries or affiliates of American
International Group, Inc. Products or services may not be available
in all countries and jurisdictions, and coverage is subject to
underwriting requirements and actual policy language. Non-insurance
products and services may be provided by independent third parties.
Certain property casualty coverages may be provided by a surplus
lines insurer. Surplus lines insurers do not generally participate
in state guaranty funds, and insureds are therefore not protected
by such funds.
TABLE I
Title of Security
Security Identifier(s)
Applicable
Call /
Maturity
Date(1)
Principal
Amount
Outstanding
(millions)
Acceptance Priority
Level
Early
Participation
Amount(2)
Reference
Security/
Interpolated Rate
Bloomberg
Reference
Page/Screen
Fixed
Spread
(basis points)
2.500% Notes Due 2025
CUSIP:
026874DQ7
ISIN:
US026874DQ70
June 30, 2025
$1,000.0
1
$30
4.625% UST due 06/30/2025
PX4
+35
3.900% Notes Due 2026
CUSIP:
026874DH7
ISIN:
US026874DH71
April 1, 2026
$750.0
2
$30
4.625% UST
due
10/15/2026
PX1
+60
1.875% Notes Due 2027
CUSIP:
AN6673288
ISIN: XS1627602201
June 21, 2027
€1,000.0
3
€30
Interpolated Rate
IRSB EU
(Pricing
Source: BGN)
+50
4.200% Notes Due 2028
CUSIP:
026874DK0
ISIN:
US026874DK01
April 1, 2028
$341.0
4
$30
4.875% UST due 10/31/2028
PX1
+90
8.175% Series A-6 Junior
Subordinated Debentures Due 2058
CUSIP:
026874BS5
ISIN:
US026874BS54
May 15, 2038
$166.4
5
$30
3.875% UST due 8/15/2033
PX1
+200
6.820% Notes Due 2037
CUSIP:
026874CW5
ISIN:
US026874CW57
November 15, 2037
$143.4
6
$30
3.875% UST due 8/15/2033
PX1
+180
6.250% Series A-1 Junior
Subordinated Debentures Due 2037
CUSIP:
026874BE6
ISIN:
US026874BE68
March 15, 2037
$37.7
7
$30
3.875% UST due 8/15/2033
PX1
+200
4.375% Notes Due 2055
CUSIP:
026874DB0
ISIN:
US026874DB02
January 15, 2055
$246.4
8
$30
3.625% UST due 5/15/2053
PX1
+155
6.250% Notes Due 2036
CUSIP:
026874AZ0
ISIN:
US026874AZ07
May 1, 2036
$584.3
9
$30
3.875% UST due 8/15/2033
PX1
+145
4.800% Notes Due 2045
CUSIP:
026874DF1
ISIN:
US026874DF16
July 10, 2045
$750.0
10
$30
4.375% UST
due
8/15/2043
PX1
+110
4.375% Notes Due 2050
CUSIP:
026874DP9
ISIN:
US026874DP97
June 30, 2050
$1,000.0
11
$30
3.625% UST
due
5/15/2053
PX1
+115
4.750% Notes Due 2048
CUSIP:
026874DL8
ISIN:
US026874DL83
April 1, 2048
$1,000.0
12
$30
3.625% UST
due
5/15/2053
PX1
+125
4.500% Notes Due 2044
CUSIP:
026874DA2
ISIN:
US026874DA29
July 16, 2044
$746.6
13
$30
4.375% UST
due
8/15/2043
PX1
+120
________
(1)
For each series of Securities in respect of which a par call date
is indicated, the calculation of the applicable Total Consideration
will be performed taking into account such par call date. See
Schedules A-1 and A-2 of the offer to purchase for an overview of
the calculation of the Total Consideration (including the par call
detail) with respect to the Securities.
(2)
The Total Consideration payable for each $1,000 or €1,000 principal
amount of Securities validly tendered (and not subsequently validly
withdrawn) on or prior to the Early Participation Date and accepted
for purchase by us, when calculated as set out herein with
reference to the applicable Fixed Spread, already includes the
Early Participation Amount. In addition, holders whose Securities
are accepted will also receive accrued interest on such Securities.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231106084974/en/
Quentin McMillan (Investors): quentin.mcmillan@aig.com Claire
Talcott (Media): claire.talcott@aig.com
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